MODOPTIM is a non-linear ground-water model calibration and management tool that simulates flow with MODFLOW-96 as a subroutine. A weighted sum-of-squares objective function defines optimal solutions for calibration and management problems. Water levels, discharges, water quality, subsidence, and pumping-lift costs are the five direct observation types that can be compared in MODOPTIM. Differences between direct observations of the same type can be compared to fit temporal changes and spatial gradients. Water levels in pumping wells, wellbore storage in the observation wells, and rotational translation of observation wells also can be compared. Negative and positive residuals can be weighted unequally so inequality constraints such as maximum chloride concentrations or minimum water levels can be incorporated in the objective function. Optimization parameters are defined with zones and parameter-weight matrices. Parameter change is estimated iteratively with a quasi-Newton algorithm and is constrained to a user-defined maximum parameter change per iteration. Parameters that are less sensitive than a user-defined threshold are not estimated. MODOPTIM facilitates testing more conceptual models by expediting calibration of each conceptual model. Examples of applying MODOPTIM to aquifer-test analysis, ground-water management, and parameter estimation problems are presented.